Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. Except as provided in the ONB Financial Statements or in the ONB Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONB’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect.

Absence of Undisclosed Liabilities. Except as provided in the ONB BDC Financial Statements or in the ONB BDC Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBBDC’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB BDC or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 25,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB BDC or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect. Neither BDC nor any of its Subsidiaries is a guarantor or indemnitor of any indebtedness of any natural person or legal or contractual entity or group.

Absence of Undisclosed Liabilities. Except as provided set forth in the ONB Financial Statements Schedule 4.7 annexed hereto or in the ONB Disclosure ScheduleCommission Filings made since October 1, 1994 (including the financial statements and the notes thereto contained therein), as of the date hereof, neither the Company nor any of its Subsidiaries has any indebtedness, duties, responsibilities, liabilities, claims or obligations of any nature, whether absolute, accrued, contingent or otherwise, whether as principal, agent, partner, co-venturer, guarantor or in any capacity whatsoever, related to or arising from the operation of its businesses or other ownership, possession or use of its respective Assets, other than (i) indebtedness, duties, responsibilities, liabilities, claims or obligations which were incurred by the Company in the ordinary course of business or (ii) indebtedness, duties, responsibilities, liabilities, claims or obligations which would not require separate disclosure in the Company's Form 10-K. 4.8 Absence of Specified Changes. Except as set forth in Schedule 4.8 annexed hereto or disclosed in the Commission Filings, from October 1, 1994 (except for unfunded loan commitments and obligations on letters of credit as otherwise noted below) to customers of ONB’s the date hereof, there has not been with respect to the Company or its Subsidiaries made any: (a) sales not in the ordinary course of business, except for trade payables incurred which sales have a value individually in excess of $50,000 or in excess of $100,000 in the ordinary course of such Subsidiaries’ aggregate; (b) material damage, destruction or loss, whether or not insured, (i) affecting its business, and except for as currently conducted or as proposed by the transactions contemplated by this Agreement and obligations for services rendered pursuant theretoCompany to be conducted, or any other transactions which would not result (ii) to its Assets; (c) failure to maintain in a material liabilityfull force and effect substantially the same level and types of Insurance coverage as in effect on October 1, none 1994 for destruction, damage to, or loss of ONB or any of its Subsidiaries hasAssets; (d) change in accounting principles, nor will have at the Effective Timemethods or practices or investment practices, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate amount due under including such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior changes as were necessary to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance conform with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect.; (e) change in payment and processing practices or policies regarding intercompany transactions; A-13

Absence of Undisclosed Liabilities. Except (i) as provided in the ONB Financial Statements or Horizon financial statements included in the ONB Disclosure Scheduleits SEC Reports (as defined in Section 4.15), and except (ii) for unfunded loan commitments and obligations on letters of credit to customers of ONBHorizon’s Subsidiaries made in the ordinary course of business, except (iii) for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except (iv) for the transactions contemplated by this Agreement Agreement, and obligations for services rendered pursuant thereto, or (v) any other transactions which would not result in a material liability, liability or have a material impact on Horizon; none of ONB Horizon or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or has any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of businessbusiness nor, except where the aggregate amount due under such obligationsto Horizon’s knowledge, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such material obligation, agreement, contract, commitment, liability, lease or license. None of ONB Horizon or any of its Subsidiaries is delinquent in the payment of any material amount due pursuant to any trade payable in any material respectpayable, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on Horizon.

Absence of Undisclosed Liabilities. Except as provided in the ONB Monroe Financial Statements or in the ONB Monroe Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBMonroe’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB Monroe or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 75,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB Monroe or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect.

Absence of Undisclosed Liabilities. Except (i) as provided in the ONB Financial Statements or Horizon financial statements included in the ONB Disclosure Scheduleits SEC Reports (as defined in Section 4.15), and except (ii) for unfunded loan commitments and obligations on letters of credit to customers of ONBHorizon’s Subsidiaries made in the ordinary course of business, except (iii) for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except (iv) for the transactions contemplated by this Agreement Agreement, and obligations for services rendered pursuant thereto, or (v) any other transactions which would not result in a material liability, liability or have a material impact on Horizon; none of ONB Horizon or any of its Subsidiaries has, nor will have at the Effective Time, has any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individuallylease, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of businessbusiness nor, except where the aggregate amount due under such obligationsto Horizon’s knowledge, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such material obligation, agreement, contract, commitment, liability, lease lease, or license. None of ONB Horizon or any of its Subsidiaries is delinquent in the payment of any material amount due pursuant to any trade payable in any material respectpayable, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on Horizon.

Absence of Undisclosed Liabilities. Except as provided in the ONB LSB Financial Statements or in the ONB LSB Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBLSB’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB LSB or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 75,000 individually, or $250,000 in the aggregate, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB LSB or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect.

Absence of Undisclosed Liabilities. Except as provided in the ONB ICB Financial Statements or in the ONB ICB Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBICB’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB ICB or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 75,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB ICB or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect.

Absence of Undisclosed Liabilities. Except (i) as provided in the ONB Horizon Financial Statements or in the ONB Disclosure ScheduleStatements, and except (ii) for unfunded loan commitments and obligations on letters of credit to customers of ONBHorizon’s Subsidiaries made in the ordinary course of business, except (iii) for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except (iv) for the transactions contemplated by this Agreement Agreement, and obligations for services rendered pursuant thereto, or (v) any other transactions which would not result in a material liability, ; none of ONB Horizon or any of its Subsidiaries has, nor will have at the Effective Time, has any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, that except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse EffectEffect on Horizon, nor to Horizon’s knowledge does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB Horizon or any of its Subsidiaries is delinquent in the payment of any material amount due pursuant to any trade payable in any material respectpayable, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on Horizon.

Absence of Undisclosed Liabilities. Except as provided set forth in Section 3.13 of the ONB Financial Statements or in the ONB Issuer Disclosure Schedule, and except for unfunded loan commitments and obligations on letters there are no Liabilities of credit to customers Issuer or its Subsidiaries, other than Liabilities (a) reflected or reserved against in the Financial Statements, (b) arising under any contract which is being performed by Issuer or any of ONB’s Subsidiaries made its Subsidiary in accordance with its terms, or (c) incurred since December 31, 2006 in the ordinary course of business, except for trade payables incurred in the ordinary course consistent with past practice, of such Subsidiaries’ business, Issuer and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB or any of its Subsidiaries hasand which, nor will have at the Effective Timewith respect to this clause (c), any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would do not and could not reasonably be expected to have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to . Reserves are reflected in the date Financial Statements against all Liabilities of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB or any of Issuer and its Subsidiaries is delinquent in amounts that have been established on a basis consistent with the payment past practices of any amount due pursuant to any trade payable in any material respect, Issuer and each has properly accrued for such payables its Subsidiaries and in accordance with GAAP. Neither Issuer nor UCB has knowingly made nor shall make any representation or covenant in any agreement pursuant to which any loans or other assets have been or will be sold by Issuer or UCB that contained or shall contain any untrue statement of a material fact or omitted or shall omit to state a material fact necessary in order to make the statements contained therein, except where in light of the failure circumstances under which such representations and/or covenants were made or shall be made, not misleading. Other than any regular quarterly dividend by Issuer, no cash, stock or other dividend or any other distribution with respect to so accrue would not constitute a Material Adverse EffectCapital Stock has been declared, set aside or paid, nor has any of Capital Stock been repurchased, redeemed or otherwise acquired, directly or indirectly, by Issuer since December 31, 2006.

Absence of Undisclosed Liabilities. Except as provided set forth in Section 3.16 of the ONB Financial Statements or in the ONB Disclosure Schedule, there are no debts, liabilities and except for unfunded loan commitments obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, action or Governmental Order and obligations on letters of credit to customers of ONB’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or those arising under any other transactions which would not result in a material liability, none of ONB or any of its Subsidiaries has, nor will have at the Effective Time, any obligationcontract, agreement, contractarrangement, commitment, liability, lease commitment or license which exceeds $1,000,000 individually, undertaking whether or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted required to be taken during such period recorded or reflected on a balance sheet under GAAP ("Liabilities") and there is no existing condition or set of circumstances which could reasonably be expected to result in any such obligationa Liability, agreementother than Liabilities (a) reflected or reserved against on the Financial Statements or (b) arising after December 31, contract, commitment, liability, lease or license. None of ONB or any of its Subsidiaries is delinquent 1999 in the payment ordinary course of any amount due pursuant business and which do not and could not reasonably be expected to any trade payable have, individually or in any material respectthe aggregate, a Material Adverse Effect. Reserves are reflected on the Financial Statements against all Liabilities of TEC in amounts that have been established on a basis consistent with the past practices of TEC and each has properly accrued for such payables in accordance with GAAP. Seller, its parent, subsidiaries and Affiliates have no claims either asserted or unasserted as of the Closing Date against TEC, except where claims which may exist or arise pursuant to the failure terms of any contract, invoice, or purchase order between such parties and TEC in the ordinary course of business which are disclosed in Section 3.16 of the Disclosure Schedule, and hereby release and waive any such claims, except claims which may exist or arise pursuant to so accrue would not constitute a Material Adverse Effectthe terms of any contract, invoice, or purchase order between such parties and TEC in the ordinary course of business, on arms-length terms, which are disclosed in Section 3.16 of the Disclosure Schedule, which Seller, its parent, subsidiaries or affiliates may ever have against TEC for any actions or omissions of TEC occurring on or before the Closing Date.

Absence of Undisclosed Liabilities. Except as provided in the ONB Heartland Financial Statements or in the ONB Heartland Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBHeartland’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB Heartland or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB Heartland or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect.

Absence of Undisclosed Liabilities. Except (i) as provided in the ONB Financial Statements or Horizon financial statements included in the ONB Disclosure Scheduleits SEC Reports (as defined in Section 4.15), and except (ii) for unfunded loan commitments and obligations on letters of credit to customers of ONBHorizon’s Subsidiaries made in the ordinary course of business, except (iii) for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except (iv) for the transactions contemplated by this Agreement Agreement, and obligations for services rendered pursuant thereto, or (v) any other transactions which would not result in a material liability, none of ONB Horizon or any of its Subsidiaries has, nor will have at the Effective Time, has any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, that except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse EffectEffect on Horizon, nor nor, to Horizon’s knowledge, does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB Horizon or any of its Subsidiaries is delinquent in the payment of any material amount due pursuant to any trade payable in any material respectpayable, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on Horizon.

Absence of Undisclosed Liabilities. Except as provided in the ONB FCB Financial Statements or in the ONB FCB Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBFCB’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant theretoto this Agreement, or any other transactions which would not result in a material liability, none of ONB FCB or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 100,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB FCB or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect. The FCB Disclosure Schedule includes a complete and accurate list of all payments (or estimated payments, as applicable) to be made by FCB as a result of the transactions contemplated by this Agreement, including, but not limited to, all payments to employees (including payments for accrued and unpaid vacation and paid time off), all payments accelerated as a result of the consummation of the Merger and all payments to venders or third parties.

Absence of Undisclosed Liabilities. Except as set forth on Schedule A6, the Reported Business has no Liabilities that are not fully reflected or provided for on, or disclosed in the ONB Financial Statements or notes to, the balance sheets included in the ONB Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONB’s Subsidiaries made in the ordinary course of businessDagger Financial Statements, except for trade payables (a) Liabilities incurred in the ordinary course of such Subsidiaries’ business, and except for business since the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liabilityBalance Sheet Date, none of ONB which individually or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where in the aggregate amount due under such obligations, agreements, contracts, commitments, liabilities, leases has had or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to be material, (b) Liabilities permitted or contemplated by this Agreement, (c) Liabilities not within the Knowledge of Arrow that are not required to be disclosed by Arrow under GAAP, (d) Liabilities for future performance under contracts, and (e) Liabilities expressly disclosed on the Schedules delivered hereunder. A7 Compliance with Applicable Law, Charter and By-Laws. Each Dagger Company has all requisite licenses, permits and certificates from all Governmental Entities necessary to conduct the Business as currently conducted, and to own, lease and operate their respective properties used in the Business in the manner currently held and operated (collectively, “Permits”), except as set forth on Schedule A7 and except for any Permits the absence of which, either singly or in the aggregate, is immaterial and would not reasonably be expected to have a material effect or prevent or materially delay the Closing. All of such Permits are in full force and effect. Each Dagger Company is in compliance in all material respects with the terms and conditions related to such Permits. There are no proceedings in progress, pending or, to the Knowledge of Arrow, threatened, which may result in revocation, cancellation, suspension, or any materially adverse modification of any of such obligationPermits. The Business is not being, agreementand has not been, contractconducted in violation of any applicable law, commitmentstatute, liabilityordinance, lease regulation, rule, judgment, decree, order, Permit, concession, grant or licenseother authorization of any Governmental Entity. None No Dagger Company is in default or violation of ONB any provision of its charter documents or its by-laws where such default or violation is material. A8 Litigation and Proceedings. Except for any claim, action, suit or proceeding set forth on Schedule A8, (a) there is no investigation by any Governmental Entity with respect to the Business pending or, to the Knowledge of Arrow, threatened, nor has any Governmental Entity notified any Dagger Company an intention to conduct the same; (b) there is no claim, action, suit, arbitration or proceeding pending or, to the Knowledge of Arrow, threatened against or involving any Dagger Company and involving the Business, any of the Dagger Assets or any of its Subsidiaries is delinquent in the payment assets or properties of any amount due pursuant Dagger Subsidiary, at law or in equity, or before any arbitrator or Governmental Entity; and (c) there are no judgments, decrees, injunctions or orders of any Governmental Entity or arbitrator outstanding against any Dagger Company (i) affecting the Business, the Dagger Assets or the assets or properties of any Dagger Subsidiary or (ii) which create a Dagger Obligation in each case to any trade payable in any material respect, and each has properly accrued for the extent that the resolution of such payables in accordance with GAAP, except where the failure dispute or claim will be binding on Acquisition Sub or a Dagger Subsidiary or give rise to so accrue would not constitute a Material Adverse Effect.Dagger Obligation. A9 Tax Matters

Absence of Undisclosed Liabilities. Except as provided set forth in the ONB Financial Statements or in the ONB KFI Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONB’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB or neither KFI nor any of its Subsidiaries has, nor has or will have at the Effective Time, Time any material obligation, agreement, contract, commitment, liabilityLiability, lease or license of any nature required to be disclosed in accordance with GAAP, whether or not accrued, contingent or otherwise, whether known or unknown and whether due or to become due which exceeds $1,000,000 250,000 individually, $500,000 in the aggregate or any obligation, agreement, contract, commitment, liabilityLiability, lease or license made outside of the ordinary course Ordinary Course of businessBusiness, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilitiesLiability, leases or licenses would not have a Material Adverse EffectEffect on KFI, nor does there exist any circumstances resulting from transactions effected except (a) as reflected or events occurring on expressly reserved against in the Latest Balance Sheets, (b) obligations, agreements, contracts, commitments, Liabilities, leases or prior to licenses that have arisen after the date of the Latest Balance Sheets in the Ordinary Course of Business or (c) obligations under any Contract listed on the KFI Disclosure Schedule to this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or licenseAgreement. None of ONB or Neither KFI nor any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on KFI.

Absence of Undisclosed Liabilities. Except as provided in the ONB Anchor Financial Statements or in the ONB Anchor Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBAnchor’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB Anchor or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 250,000 individually, $500,000 in the aggregate, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse EffectEffect on Anchor, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB Anchor or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on Anchor.

Absence of Undisclosed Liabilities. Except as provided in the ONB Peoples Financial Statements or in Section 3.10 of the ONB Peoples Disclosure Schedule, and except for unfunded loan commitments and obligations on letters of credit to customers of ONB’s Peoples Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB Peoples or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 25,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB Peoples or any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect. Neither Peoples nor any of its Subsidiaries is a guarantor or indemnitor of any indebtedness of any natural person or legal or contractual entity or group.

Absence of Undisclosed Liabilities. (a) Except as provided for Liabilities reflected or properly reserved against in the ONB Company Financial Statements (including the notes to such Company Financial Statements), Liabilities or obligations reflected in Schedule 2.6(a), Liabilities or obligations expressly disclosed in the ONB Disclosure ScheduleCompany's Form 10-K dated December 31, and except for unfunded loan commitments and 2002, Form 10-Q dated June 30, 2003, Liabilities or obligations on letters of credit to customers of ONB’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated permitted or required by this Agreement to be incurred after the date hereof, the Company and obligations for services rendered pursuant theretothe Managed Companies and, or any other transactions which would not result in a material liability, none of ONB or any of its Subsidiaries has, nor will have at to the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside knowledge of the ordinary course of businessCompany, except where the aggregate amount due under such obligationsNon-Managed Companies, agreementshave no Liabilities or obligations and, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date knowledge of this Agreement the Company, there is no existing condition, situation or from any action omitted to be taken during such period which could set of circumstances that would reasonably be expected to result in any such a Liability or obligation, agreementother than (i) Liabilities or obligations arising in the ordinary course of business consistent with past practices, contract(ii) Liabilities or obligations under Company Material Contracts or under other contracts or agreements that are not required to be described in Schedule 2.15, commitmentand (iii) Liabilities or obligations which, liabilityindividually or in the aggregate, lease or licenseare not material to the Company, the Managed Companies and the Company's Equity Interests in the Non-Managed Companies taken as a whole. None of ONB the Liabilities described in clauses (i) and (ii) of the preceding sentence results from, arises out of, relates to or was caused by any breach of its Subsidiaries is delinquent contract or warranty, tort, infringement or violation of Law or has had or would reasonably be expected to have, individually or in the payment of any amount due pursuant to any trade payable in any material respectaggregate, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on the Company. (b) Except as set forth on Schedule 2.6(b), the entities listed on Schedule 2.6(b) have no material Liabilities and no ongoing material obligations.

Absence of Undisclosed Liabilities. Except (i) as provided in the ONB RYFL Financial Statements or in the ONB Disclosure Schedule, and except Statements; (ii) for unfunded loan commitments and obligations on letters of credit to customers of ONBRYFL’s Subsidiaries made in the ordinary course of business, except ; (iii) for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except ; (iv) for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or and (v) any other transactions which would not result in a material liability, none of ONB RYFL or any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individuallylease, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases leases, or licenses would not have a Material Adverse EffectEffect on RYFL, nor nor, to RYFL’s knowledge, does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease lease, or license. None of ONB RYFL or any of its Subsidiaries is delinquent in the payment of any material amount due pursuant to any trade payable in any material respectpayable, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse EffectEffect on RYFL.

Absence of Undisclosed Liabilities. Except as provided set forth in Section 3.13 of the ONB Financial Statements or in the ONB Issuer Disclosure Schedule, and except for unfunded loan commitments and obligations on letters there are no Liabilities of credit to customers Issuer or its Subsidiaries, other than Liabilities (a) reflected or reserved against in the Financial Statements, (b) arising under any contract which is being performed by Issuer or any of ONB’s Subsidiaries made its Subsidiary in accordance with its terms, or (c) incurred since December 31 , 2006 in the ordinary course of business, except for trade payables incurred in the ordinary course consistent with past practice, of such Subsidiaries’ business, Issuer and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB or any of its Subsidiaries hasand which, nor will have at the Effective Timewith respect to this clause (c), any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would do not and could not reasonably be expected to have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to . Reserves are reflected in the date Financial Statements against all Liabilities of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB or any of Issuer and its Subsidiaries is delinquent in amounts that have been established on a basis consistent with the payment past practices of any amount due pursuant to any trade payable in any material respect, Issuer and each has properly accrued for such payables its Subsidiaries and in accordance with GAAP. Neither Issuer nor UCB has knowingly made nor shall make any representation or covenant in any agreement pursuant to which any loans or other assets have been or will be sold by Issuer or UCB that contained or shall contain any untrue statement of a material fact or omitted or shall omit to state a material fact necessary in order to make the statements contained therein, except where in light of the failure circumstances under which such representations and/or covenants were made or shall be made, not misleading. Other than any regular quarterly dividend by Issuer, no cash, stock or other dividend or any other distribution with respect to so accrue would not constitute a Material Adverse EffectCapital Stock has been declared, set aside or paid, nor has any of Capital Stock been repurchased, redeemed or otherwise acquired, directly or indirectly, by Issuer since December 31 , 2006.

Absence of Undisclosed Liabilities. Except as provided in the ONB Western Reserve Financial Statements or in the ONB Disclosure ScheduleStatements, and except for unfunded loan commitments and obligations on letters of credit to customers of ONBWestern Reserve’s Subsidiaries made in the ordinary course of business, except for trade payables incurred in the ordinary course of such Subsidiaries’ business, and except for the transactions contemplated by this Agreement and obligations for services rendered pursuant thereto, or any other transactions which would not result in a material liability, none of ONB or neither Western Reserve nor any of its Subsidiaries has, nor will have at the Effective Time, any obligation, agreement, contract, commitment, liability, lease or license which exceeds $1,000,000 individually, or any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action taken or omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license. None of ONB or Neither Western Reserve nor any of its Subsidiaries is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect.